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Conflict of Interest Policy

Human Anatomy and Physiology Society (HAPS)

I. Introduction

This
Conflict of Interest Policy ("the Policy”) governs conflicts of interest
involving (i) members of the Board of Directors, Steering Committee and any
other committees empowered to act on behalf of the Board of Directors of the
Human Anatomy and Physiology Society ("the Society”), and (ii) senior staff of
the Society (collectively, "Interested Persons”). The purpose of the Policy is
to protect the Society’s interests when it has entered into or is contemplating
entering into a transaction or arrangement that might benefit a private
interest of an Interested Person. The Policy is intended to supplement but not
replace any applicable state and federal laws governing conflicts of interest
applicable to the Association.

II. Definition
of a "Conflict of Interest”

A
conflict of interest exists when an Interested Person has a direct or indirect
(through business, investment or family) financial or other interest in a
matter that might influence, or that might be perceived to influence, the
judgment or actions of the Interested Person while serving the Society.
Conflicts of interest may arise under numerous scenarios, including but not
limited to the following:

An Interested
Person receiving or being considered to receive, directly or indirectly,
compensation (e.g., consulting fees, speaking or writing honoraria, etc.) from,
or having an actual or potential ownership or investment interest in, an entity
offering or proposing to offer products or services to the Society;

An
Interested Person doing business or having a relationship with any entity doing
business or wishing to do business with the Society; and

An
Interested Person also serving as an officer or director of another nonprofit
organization in the general areas of interest to the Society and the
organization is not a member of the Society.

III. Disclosure

Interested
Persons must disclose all conflicts of interest as defined in Section II above,
including those that might influence or be perceived to influence
the actions or decisions of the Interested Person. Therefore, even if one
believes that the relationship or other circumstance will not affect one’s
judgment or conduct, if it could do so or could reasonably be perceived as
having the potential for improper influence, then it must be disclosed. This
duty of disclosure extends to bids on or proposals for work solicited by or
offered to the Society.

Each
Interested Person shall complete a Conflict of Interest Disclosure Form
annually at the beginning of the society’s year. These forms will be
distributed to the Board of Directors at their first meeting annually. Annual
disclosures shall be supplemented by additional written disclosures as required
by this Policy.

Disclosures
of potential conflicts of interest by Society officers, committee members and
the Executive Director of the Association shall be made immediately to the
Society’s Executive Committee. Disclosures by the Business Manager and other
Society staff shall be made immediately to the Executive Director of the Society,
who shall consult with the Executive Committee on the matter, if necessary and
appropriate.

All
Interested Persons shall bring to the attention of the Society any actual or
perceived conflict of interest involving any other Interested Person.

IV. Procedure
Upon a Disclosure

Upon
making a disclosure of a possible conflict of interest, the Interested Person
must make all requested information available to the Society’s Executive
Committee or the Executive Director, as applicable.

An
Interested Person with a conflict of interest is expected to recuse him or
herself from discussions of and voting on any matters where the conflict of
interest might be reasonably perceived as influencing the Interested Person’s
actions.

Possible
actions that may be taken by the body or person reviewing the conflict of
interest include, but are not limited to:

·prohibiting consideration of a proposal for providing
products or services;

·permitting consideration of a proposal for providing
products or services, but only as one of several competing proposals;

·determining, after exercising due diligence, whether the
proposal related to the Interested Person is the most advantageous transaction
or arrangement for the Society and, if so, whether it is fair and reasonable
and in the best interest of theSociety;

·requesting all necessary actions to eliminate the conflict
of interest,

·determining that the Interested Person may not participate
in discussion or determination of the matter to which the conflict of interest
relates, and

·requesting the resignation of the Interested Person from the
position with the Society.

A. Disclosure to the Society’s
Executive Committee

Upon
receiving a disclosure of a possible conflict of interest concerning a Society
officer, director, or leader or concerning the Executive Director, the
Society’s Executive Committee shall consider appropriate action. If a vote to
decide the appropriate action is taken and the Interested Person is a member of
the Executive Committee, that person must recuse and absent himself or herself
from the vote. The Executive Committee may decide that the full Board of
Directors should take action on the conflict. In addition, the Interested
Person may appeal the decision of the Executive Committee to the Board of
Directors.

B. Disclosure to the Association’s
Chief Executive Officer

Upon
receiving a disclosure of a possible conflict of interest concerning the
Business Manager or a staff member, the Executive Director shall consider
appropriate action, which may include referral of the matter to the Executive
Committee. Actions taken concerning Society staff members shall be final.

V. Confidentiality

Disclosures
of possible conflicts of interest to the Executive Committee, the Board of
Directors or the Executive Director shall be held in confidence unless further
action is required, in which case details shall be recorded in the minutes, as
detailed in Article VII.

VI. Violations
of This Policy

If the
Executive Director, the Executive Committee or the Board of Directors has
reasonable cause to believe that an Interested Person has failed to make a
disclosure required by this Policy, the Interested Person shall be informed of
the basis for such belief and shall be afforded an opportunity to explain the
alleged failure to disclose.

If,
after hearing the Interested Person’s response and making any further investigation
warranted by the circumstances, the Executive Director, Executive Committee or
Board of Directors determines that the Interested Person has failed to disclose
an actual or potential conflict of interest, appropriate disciplinary and
corrective action, up to and including removal from a Society office or staff
position and expulsion from the Society shall be taken.

VII. Records
of Proceedings

Minutes
of meetings of the Executive Committee and Board of Directors at which matters
involving an actual or alleged conflict of interest under this Policy were
discussed shall contain:

the names of the persons who
disclosed or otherwise were found to have a financial interest in
connection with an actual or possible conflict of interest, the nature of
the financial interest, any action taken to determine whether a conflict
of interest was present, and the Committee or Board’s decision as to
whether a conflict of interest in fact existed, and

the names of the persons who were
present for discussions and votes relating to the transaction or
arrangement, the matters discussed, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in
connection therewith.

VIII. Compensation
Committees

A
voting member of any committee (or the Board of Directors) whose jurisdiction
includes compensation, directly or indirectly, from the Society for services is
precluded from voting on matters pertaining to that member’s compensation.